CIRCLE ISSUED BINANCE NEW SHARES AT $80.84 AND CALLED IT “A DISCOUNT TO THE MARKET PRICE” — THAT IS FIVE PERCENT UNDER THAT DAY’S CLOSE AND A HALF PERCENT OVER THE DAY BEFORE — THE FILING NEVER SAYS WHICH PRICE IT MEANS

Circle Internet Group filed an 8-K on September 22 for events dated September 17. It says the company “issued and sold to Binance 1,237,011 shares” of Class A common stock at $80.84 a share, $100 million to the company, “reflecting a discount to the market price of the Class A common stock prior to the closing.” The shares are new. Circle made them that day and sold them straight to Binance.

Now hold that word against the tape. CRCL closed at $85.09 on September 17, which makes $80.84 five percent under. CRCL closed at $80.45 on September 16, which makes $80.84 half a percent over. The low on the 17th was $81.51. The filing says “prior to the closing” and never names the price it is measuring from, and that choice is the whole difference between a discount and a premium. Anybody with a brokerage account could have bought the stock on the 16th for less than Binance paid on the 17th.

So the share price was not the trade. The other leg was signed the same day. Circle’s subsidiaries agreed to pay Binance “a monthly incentive fee representing a percentage of the amount of USDC held through the Modular Smart Contract Wallet infrastructure service,” for five years, replacing what the two signed in November 2024 and August 2025. That percentage is not in the filing. Neither agreement is attached. The only exhibit is number 104, the cover page data file. Circle put all of it under Item 8.01, Other Events, not Item 1.01 for a material agreement and not Item 3.02 for an unregistered sale of stock. Nobody outside the two companies can price any of it.

Here is the part worth keeping. Circle made 1,237,011 shares that did not exist that morning and handed them to the one counterparty with something it wanted, five days before anybody else was told. That is not a scandal. That is what issuers do. It is also why nearness to the issuer is the only asset that has ever mattered in a system that has one, and why the answer to whether an ordinary holder could have gotten this deal is no, permanently. Binance was not close because it brought a hundred million dollars. It was close because it brought the users. Bitcoin has no issuer to stand near. The only distance in it is between a holder and their own keys, and that is the single distance anybody is free to close. At the time of this writing, bitcoin was $86,349.